PUBLISHING AGREEMENT

INTRODUCTION AND DEFINITIONS

Welcome to “Primis”. Primis is an online ad platform and SSP, representing premium advertisers (the “Advertisers”) and intended for promoting, disseminating, managing and optimizing Advertising Campaigns on behalf of Advertisers, through ad spaces included in the Online Assets of various publishers (the “Service”).
The Service is owned and operated by McCann Disciplines Ltd. (“McCann”, “we”, “us” and “our”). Please carefully read this Publishing Agreement (the “Agreement”), because together with a signed Insertion Order (the “IO”) it forms a legally binding contract between McCann and the company, corporation, or other legal entity whose information is detailed in the IO (the “Publisher”, “you” and “your”). By submitting the signed IO, the individual applying to sign-up to the Service for or on behalf of the Publisher confirms that he or she –

Has the proper authority to legally bind the Publisher to this Agreement; and

Has secured all necessary authorizations pursuant to the Publisher’s Articles of Association, bylaws and Board of Director’s resolutions, to enter into this Agreement, in the name and on behalf of the Publisher; and

Agrees, on behalf of the Publisher, to be contractually bound by the terms and conditions of this Agreement and the IO.

The Publisher and McCann will each be referred to as a “Party”, and both collectively, the “Parties”. In this Agreement and in addition to the above definitions, the following definitions shall mean –

“Advertising Campaigns” means our Advertisers’ ads and any other advertising materials and commercial content that McCann shall provide you from time to time;

“CPM” means Cost Per Mille or the Payment for each one thousand (1,000) impressions of Advertising Campaigns on your Online Assets.

“Dashboard” means the Service’s reporting platform (www.Primis.com);

“Effective Date” means the day of acceptance of the IO by both Parties;

“McCann’s Confidential Information” means the terms of this Agreement and the IO, all details and information regarding the Service which the Publisher may be exposed to during the performance of this Agreement and McCann’s business practices, documentation, presentations and technical support material;

“Online Assets” means ad spaces included in the websites and webpages detailed on the IO, or as otherwise agreed between the Parties, which are all owned, operated, controlled, managed or represented directly by the Publisher;

“Revenue” means income, as documented in our internal systems, logs and records that we have actually received from Advertisers with regard to Advertising Campaigns published on and through your Online Assets.

THE SERVICE

Subject to the terms and conditions of this Agreement and the IO, we shall provide you with our Service for the purpose of promoting, disseminating, managing and optimizing the performance of Advertising Campaigns. Advertising Campaigns may include, without limitation, URL links, texts, audio, images, animations, videos, logos, trademarks, copyright protected content, software scripts and code as well as the visualization produced by any of the foregoing and its operation on the end-users’ devices.

Publisher will publish and make available the Advertising Campaigns on and through its Online Assets. For the avoidance of doubt, Publisher’s Online Assets will not include any ad spaces that are not owned, operated, controlled, managed or represented directly by the Publisher, such as ad spaces purchased by the Publisher from third party vendors, unless otherwise agreed between the Parties in the IO.

Publisher will provide McCann with all the necessary access to its Online Assets, for the purpose of managing and optimizing the performance of the Advertising Campaigns and the Service. McCann doesn’t guarantee to provide –the Publisher with any minimum scope of Advertising Campaigns or Payment.

We may, from time to time, establish and advise you of further guidelines and instructions regarding the Advertising Campaigns and their publication through your Online Assets, or any other aspect related to the Service. Such guidelines and instructions are binding and you must strictly follow them. If you object to any such guidelines and instructions, you may terminate this Agreement as set forth herein.

You acknowledge and agree that we may adapt, adjust or modify the Advertising Campaigns and their publication through your Online Assets, as we may deem necessary for the proper performance of this Agreement and the provision of the Service.

We may, at our sole discretion, engage and utilize Advertisers and other third parties, as we deem appropriate, in connection with the performance of this Agreement and the provision of the Service.

We may employ various measures to detect and prevent fraudulent and abusive clicking or abusive exposure to our Advertising Campaigns. You will not, and will not encourage, permit or authorize any third party to generate false or fraudulent impressions of, or fraudulent clicks or any other non-human traffic (NHT) – related to any Advertising Campaign disseminated by or through the Service, including but not limited to repeated manual clicks, the use of robots or other automated query tools or computer generated search requests, or the fraudulent use of masked domains.

You assume sole and full responsibility and liability for any and all financial and legal risks and implications resulting from the content of your Online Assets and the use of your Online Assets for publication of Advertising Campaigns as contemplated in the Agreement. You acknowledge and agree that McCann will not, and is under no obligation to, review every detail, aspect, page or section of the Online Assets, for their content, suitability, appropriateness, lawfulness, compatibility with technical or industry standards or conventions or in any other respect.

OUR DASHBOARD AND PUBLISHER ACCOUNT

As part of the Service, you will be given online access to the Service’s Dashboard. The Dashboard provides analytical data regarding generated traffic related to the Publisher’s Online Assets and additional information regarding any Payment you are entitled to in accordance with the terms of this Agreement. We may from time to time, add, omit or change the character and extent of information presented through the Dashboard. We will provide you with the necessary login information to access your Publisher Dashboard account.

You may not transfer your Publisher Dashboard account or its login information to any third party, in any manner whatsoever. You must maintain the confidentiality of your Publisher Dashboard account login details, and may not provide or disclose them to anyone else or otherwise allow or permit others to view the content accessible through your account. We may change your Publisher Dashboard account’s password periodically. You are solely responsible and liable for all activities performed with or through your Publisher Dashboard account.

RESTRICTIONS

You must comply with all applicable laws, regulations and rules, including tax laws, consumer protection laws, unfair competition laws, spam laws, intellectual property laws and privacy laws, as they pertain to your use of the Service or the Online Assets you provide and make available while using the Service. You are solely responsible for all acts or omissions associated with your access and use of the Service and the access and use of the Service by anyone on your behalf.

Throughout your use of the Service, you must refrain from –

breaching the Agreement or any other applicable guidelines or instructions that we may convey with respect to the Service;

interfering with, burdening or disrupting the functionality of the Service;

attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;

sending automated or machine generated queries;

breaching the security of the Service or trying to actively identify any security vulnerabilities in it;

transferring your Dashboard account or disclosing the details of your account on the Service to another party without our explicit prior written consent;

using robots, crawlers and similar applications to collect, compile or submit content of any kind to or from the Service;

impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency or affiliation with any person or entity;

FEES AND PAYMENTS

In return for your publication of the Advertising Campaigns through your Online Assets, we will pay you a share of our Revenue (the Revenue share percentages – as stated in the IO) from Advertising Campaigns published on and through your Online Assets, OR the fixed CPM rate for such Advertising Campaigns, as such CPM and Revenue are documented in our systems, logs and records and all in accordance with the terms of the IO (the “Payment”). The information documented in our systems, logs and records is decisive, final, and non-contestable. Publisher will only use this documented information for its billing process and to provide us with Payment invoices as provided herein.

Once a month, on the first week of each calendar month during the term of this Agreement, the Publisher will provide McCann with a proper tax invoice with regard to the Payment it is entitled to for the previous month, as documented and displayed in our Dashboard. We shall remit to Publisher the full amounts indicated in such invoices, by the due date specified in the IO.

Payment, in US Dollars, or a different currency, based on the Publisher’s profile in our Service, or as detailed in the IO, shall be effected by a wire transfer to Publisher’s bank account, as specified in the IO, or by any other means of payment we determine from time to time. Payments for less than $50 will not be transferred. In case a Publisher did not reach $50 of Revenues in one payment period (one month), the Revenues will be passed to the next payment period until the Publisher reaches $50 of revenues.

All sums (e.g. Revenues, CPM’s etc.) in the Dashboard don’t include VAT.

Publisher bears the sole and exclusive responsibility for verifying the accuracy of all Payment details that it provides to McCann, and for all consequences of any erroneous or inaccurate payment details it provides us. You will have no plea, claim or demand against us regarding any Payment not being remitted to your account, arising from or in connection with any erroneous or inaccurate Payment account details you provided us. We will not be responsible for any delay in furnishing Payments to you resulting from any reason beyond our control, including for reasons of force majeure.

To the extent we are legally mandated under the applicable tax laws, we will deduct the applicable taxes from any Payment that we remit to you and you will receive the remaining net amount after such deductions. You are solely responsible for reporting any Payment you receive from McCann, and paying all taxes applicable to such Payments, as required by the applicable tax laws. Upon our first request, you will promptly provide us all tax forms, certificates or authorizations as may be necessary under the applicable tax laws.

You acknowledge and agree that the Payment constitutes the entire, complete and full Payment that you are entitled to receive from us, in connection with the Service.

REPRESENTATIONS AND WARRANTIES

McCann represents and warrants that it is the owner of all intellectual property rights (including copyrights, patents and trademarks) in the Service and the Dashboard and that it is lawfully and sufficiently licensed or authorized to allow the use, publication and making available of the Advertising Campaigns and to provide you the Advertising Campaigns for publication, for the purposes contemplated by this Agreement.

The Service may contain links to websites and online sources of third parties. We do not operate, or monitor such third party websites and online sources. You may find them or the information and content posted therein not compatible with your requirements, or you may object to their content, or find it to be annoying, improper, unlawful or immoral. By linking to such third party websites and online sources, we do not endorse, or sponsor their content, or confirm their accuracy, credibility, authenticity, reliability, validity, integrity, or legality. We assume no responsibility or liability for such third party websites and online sources, or their availability.

You represent and warrant that the Online Assets that you designate in connection with the use of the Service, and any content included therein: (a) comply with all applicable local and international laws, regulations and rules; (b) do not breach and have not breached any duty toward or infringed any rights of any person or entity including, without limitation, intellectual property rights (including copyrights, patents and trademarks), the right of publicity, the right to privacy, or rights or duties under consumer protection laws, unfair competition laws and spam laws; and (c) do not include and do not present any unlawful content or unlawful speech, including software viruses, Trojan Horses, Worms, Vandals, Spyware and any other malicious applications; any content encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under any applicable law; and any content which may be considered threatening, abusive, harassing, defamatory, libelous, vulgar, violent, obscene, pornographic, drug related or racially, ethnically or otherwise objectionable.

Upon McCann’s request, Publisher shall immediately remove any Online Assets and Advertising Campaigns, as well as any code McCann provided to Publisher to integrate with its Online Assets, if McCann deems such Online Assets to be non-compliant with Publisher’s representations and warranties in the clause above, at McCann’s sole and absolute discretion. McCann may use any measures it deems necessary to enforce the Publisher to promptly comply with such requests.

CONFIDENTIALITY

You undertake to safeguard McCann’s Confidential Information against unauthorized access, use or disclosure, using the highest degree of care and security measures. You will not disclose McCann’s Confidential Information, except to your staff, agents, consultants and subcontractors, on a ‘need to know’ basis, provided they are bound by sufficient confidentiality obligations substantially similar to this section, and in any event, you will only disclose McCann’s Confidential Information to the extent required to utilize the Service as permitted under this Agreement.
You acknowledge and agree that we may use and share the data that we or the Service collect during the performance of this Agreement, for the following purposes:

To provide you with the Service, improve, enhance, and customize the Service, develop additional services, provide you with support and bug fixes, handle your inquiries, send you Service related recommendations and suggestions;

To collect and pay fees, to conduct administrative activities necessary to maintain and provide the Service, enforce this Agreement, take any action in any case of dispute, or legal proceeding of any kind involving you, with respect to the Service, and prevent fraud, misappropriation, infringements, identity theft and other illegal activities and misuse of the Service; and

If we are required, or reasonably believe that we are required, by law, to share or disclose the data that we or the Service collect during the performance of this Agreement other than as specified above, or if you are required, or reasonably believe that you are required by law, to share or disclose McCann’s Confidential Information, then the legally required Party (you or us, as the case may be) may share such data or Confidential Information to the extent legally required, provided that, if legally permitted, the disclosing Party will give prior written notice of the requirement to the other Party, to allow the other Party, at its exclusive cost and expense, to intervene and protect its interests in such data or Confidential Information, should it desire.

TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue until terminated by either party, through a twenty four (24) hours prior written notice to the other party, unless otherwise agreed between the Parties in the IO.

We may suspend your use of, and block your access to, the Service, immediately upon notification to you, if we believe that you have breached any clause of this Agreement. If you do not remedy the breach within twelve (12) hours of our notification, we may immediately terminate these Terms without liability to you.

Notwithstanding any remedies that may be available to us under any applicable law, we may terminate these Terms immediately upon notification, without liability to you, in each of the following circumstances –

We believe that you have materially breached this Agreement, abused your rights to use the Service or became involved in legal proceedings that in our discretion interfere with the performance of this Agreement;

We are so required by law, regulation, order, or request of a competent governmental authority or agency;

We believe or assume that the Service is likely to be held to infringe (directly or indirectly), any third party right (including intellectual property rights or privacy rights);

Legal or business circumstances, unknown to us upon the Effective Date, are introduced by third parties (including courts or governmental authorities) after the Effective Date, and such circumstances materially and adversely affect our costs or potential liability associated with our provision of the Service; or

We have decided to discontinue our business with respect to the Service.

McCann will send you a prior notice by email (or any other contact details you provided us) regarding the termination of this Agreement.

Upon termination of this Agreement, we will cease to provide you with the Service and may block your access to the Dashboard. Termination of this Agreement or the suspension of your use of the Service will not prevent McCann from taking any other actions or measures available to it under the applicable law.

In case this Agreement is terminated, whether by you or us, you will not be entitled to any further Payments for any publication of Advertising Campaigns after the date of termination and you must refrain from further publishing the Advertising Campaigns through your Online Assets.

All provisions of this Agreement which by their nature should survive termination, will survive termination, including the following sections: Fees and Payments, Confidentiality, Non-Solicitation, Term and Termination, Intellectual property, Disclaimer of warranty, Limitation of liability, Indemnification and Governing law and jurisdiction.

INTELLECTUAL PROPERTY

All rights, title and interest, including copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, and all derivatives, improvements and variations thereof, are and will remain at all times, owned by, or licensed, to us. Other than what is expressly granted by this Agreement, this Agreement does not grant you any other rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions, licenses, or content with respect to, or in connection with, the Service.

McCann retains all trademark and service mark rights in the Service. You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to any of these marks and logos.

You must avoid any action or omission which may dilute, or tarnish the goodwill of McCann.

FORCE MAJEURE

If a party is prevented or delayed in the performance of any of its obligations under this Agreement by force majeure (i.e. acts, events, omissions or accidents beyond the commercially reasonable control of the party obligated to perform, including, without limitation: strikes (local and national) or lock-outs; civil commotion, riot, invasion, war, war threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster; inability to use railways, shipping, aircraft, motor transport or other means of public or private transport), and if the party so prevented gives written notice thereof, to the other party, specifying the matters constituting force majeure, at the earliest time it has become aware of the existence of such circumstances, such notice to sufficiently detail the force majeure event and specify the period for which the party estimates that such prevention or delay will continue, then said party will be excused the performance or the punctual performance, as the case may be, from the date of such notice for so long as such cause of prevention or delay continues.

CHANGES IN THE SERVICE; DISCONTINUATION

We may, but are not obligated to, maintain the Service with periodic releases of bug fixes, code updates or upgrades. We will determine, at our discretion, the frequency and scope of such releases and you will have no plea, claim or demand against us or our directors, officers, employees, agents, advisors, consultants, subcontractors and assignees (collectively, our “Staff”), for any of these releases or the lack thereof.

We may also, at any time and without prior notice, change the layout, design, scope, features or availability of the Service. Such changes, by their nature, may cause inconvenience or even malfunctions. You agree and acknowledge that we do not assume any responsibility with respect to, or in connection with the introduction of such changes or from any malfunctions or failures that may result therefrom.

We may suspend the provision of the Service, in whole, or in part, for all publishers, or for certain publishers, for periodic maintenance or similar purposes, without any liability to you. We will make efforts to provide you prior notice of any planned down-time of the Service due to maintenance.

SERVICE SUPPORT

We may, but are not obligated to, offer technical support in connection with your use of the Service, in the format, frequency, scope and scheme that we, at our sole discretion, determine from time to time. You will have no plea, claim or demand against us or our Staff in any matter related to our provision of technical support, or for the lack thereof.

DISCLAIMER OF WARRANTY

THE AVAILABILITY AND FUNCTIONALITY OF THE SERVICE DEPEND ON VARIOUS FACTORS AND ELEMENTS, INCLUDING SOFTWARE, HARDWARE AND COMMUNICATION NETWORKS, PARTIALLY PROVIDED BY THIRD PARTIES. THESE FACTORS ARE NOT FAULT FREE. MCCANN DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES, OR IMMUNE FROM UNAUTHORIZED ACCESS OR ERROR FREE.

YOU ACKNOWLEDGE THAT GIVEN THE MULTITUDE OF FACTORS THAT AFFECT THE EFFECTIVENESS OF ADVERTISING CAMPAIGNS, INCLUDING THE PROSPECTIVE USER’S BEHAVIOR, THE PRESENCE OF COMPETING ADVERTISERS AND TECHNOLOGICAL LIMITATIONS, THE SERVICE MAY NOT PRODUCE THE OUTCOME YOU DESIRED, ANTICIPATED OR EXPECTED. WE DO NO WARRANT THAT YOUR USE OF THE SERVICE WILL RESULT IN ANY PARTICULAR OUTCOME, INCLUDING REVENUE.

THE SERVICE IS PROVIDED FOR USE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. MCCANN AND ITS STAFF DISCLAIM ALL WARRANTIES AND REPRESANTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, LIKELY-RESULT, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, LIKELY-RESULT OR PERFORMANCE OF THE SERVICE, WHETHER OR NOT MADE BY ANY OF OUR STAFF, WHICH IS NOT EXPRESSLY CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY MCCANN FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF OUR STAFF WHATSOEVER.

LIMITATION OF LIABILITY

MCCANN AND ITS STAFF WILL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT, BUSINESS EARNINGS, REVENUE, WEBSITE TRAFFIC, OR DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE SERVICE, ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, ANY FAULT, OR ERROR MADE BY THE STAFF OR ANYONE ACTING ON ITS BEHALF, ANY COMMUNICATION WITH MCCANN, OR ANY DENIAL, CANCELATION OR REVOCATION OF YOUR ACCOUNT.

IN ANY EVENT, OUR AND OUR STAFF’S TOTAL, MAXIMUM AND AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES SHALL BE LIMITED TO THE TOTAL FEES WE PAID YOU IN THE THREE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WE WILL BE FULLY RELEASED FROM OUR OBLIGATIONS AND LIABILITY TO YOU IF YOU HAVE BREACHED THE AGREEMENT, OR ANY OTHER TERMS, RULES OR REGULATIONS APPLICABLE TO THE SERVICE, OR IF THROUGH YOUR USE OF THE SERVICE, YOU INFRINGED OR VIOLATED ANY OTHER PERSON’S RIGHTS.

INDEMNIFICATION

Each party to this Agreement hereby agrees to indemnify, defend, hold harmless and compensate the other party including its officers, employees, and anyone acting on its behalf, for any direct expense, payment, loss, or any other direct damage, including reasonable legal fees, resulting from any third party allegation, complaint, claim, or demand, arising from, or in connection with any breach of this Agreement or any false representation by the other party.

The above indemnification is subject to the party requesting to receive indemnification: (i) promptly notifying the indemnifying party of any third party claim with respect to which it wishes to receive indemnification; (ii) cooperating with the indemnifying party and providing it with all applicable information in this regard; (iii) the indemnifying party being entitled to take over the defense against the claim, and (iv) not entering into any settlement without the indemnifying party’s prior written consent.

GOVERNING LAW AND JURISDICTION

Regardless of your place of residence or where you access or use the Service from, this Agreement, your use of the Service and any dispute arising therefrom, or in connection with you and McCann, will be governed by and construed exclusively in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of Israel.

The sole and exclusive jurisdiction and venue of any action, suit or legal proceedings, with respect to this Agreement or McCann, shall be in the Courts located in the district of Tel-Aviv. You hereby expressly consent to the exclusive personal jurisdiction and venue of such courts, and any objections related thereto, including objections on the grounds of improper venue, lack of personal jurisdiction or forum non conveniens.

GENERAL

The Agreement (including the IO) constitutes the entire agreement between you and McCann with respect to the Service and supersedes any and all other prior or contemporaneous agreements or understandings. No waiver, concession, extension, representation, alteration, addition or derogation from the Agreement, or pursuant to the Agreement, will be effective or binding unless consented to explicitly and executed in writing by a McCann authorized representative.

The Agreement does not, in any way, create a partnership, joint venture, employment relationship, franchise, agency or any other similar relationship between McCann and you, and nothing in the Agreement will be interpreted or construed as creating or establishing any such relationship.

Failure on the part of McCann to demand performance of any provision of the Agreement will not constitute a waiver of any right under the Agreement.
You may not assign or delegate this Agreement or any of your rights and obligations hereunder, without our express prior written consent. Any purported assignment, in contravention of the above will be null and void. We may assign or delegate this Agreement in its entirety, or any of our rights and obligations hereunder, without the need for your specific consent, for example upon a merger, acquisition, change of control or the sale of all or substantially all of the equity or assets relating to McCann or the Service.

With such assignment or delegation of the entire Agreement, we are fully released from all our duties, liabilities and obligations under this Agreement.
The section headings in the Agreement are included for convenience only and will take no part in the interpretation of the Agreement. The term “Including”, as used throughout this Agreement, whether capitalized or not, means without limitation.

SEVERABILITY

If any provision of the Agreement is held to be illegal, invalid, or unenforceable by a competent court, then the provision will be performed and enforced to the maximum extent permitted by law, and the remaining provisions of the Agreement will continue to remain in full force and effect.